Exhibit 4.1


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of March 25,
2004, by and among First Regional Bancorp, a California corporation (the “Company”),
and each of the purchasers (individually, a “Purchaser” and, collectively,
the “Purchasers”)
listed on the Schedule of Purchasers attached as Exhibit A hereto.


 


WHEREAS, the Company has agreed to issue and
sell to the Purchasers pursuant to subscription agreements (the “Subscription
Agreements”), by and among the Company and the Purchasers, up to an
aggregate of 583,465 shares (the “Shares”) of the Company’s common stock, no
par value (the “Common Stock”); and


 


WHEREAS, in order to induce the Purchasers to
purchase the Shares, the Company has agreed to provide the registration rights
set forth in this Agreement for the benefit of (i) the Purchasers and (ii) the
holders of the Shares from time to time until such time as such Shares have
been sold pursuant to a Shelf Registration Statement (as defined below).


 


NOW, THEREFORE, in consideration of the foregoing and
the respective representations, warranties, mutual covenants and agreements set
forth herein, the parties hereto agree as follows:


 


SECTION 1.                            DEFINITIONS


 


Capitalized terms used but not defined herein
shall have the respective meanings set forth in the Subscription
Agreement.  As used in this Agreement,
the following capitalized terms shall have the following respective meanings:


 


“Business
Day” means any day, excluding Saturday, Sunday and any day which
is in the City of Los Angeles a legal holiday or a day upon which banking
institutions in the City of Los Angeles are required or authorized by law or
other governmental action to close.


 


“Closing
Date” means the date on which the sale of the Shares takes
place.


 


“Effectiveness
Deadline” has the meaning set forth in Section 3(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Filing
Deadline” has the meaning set forth in Section 3(a).


 


“Holder”
has the meanings set forth in Section 2.


 


“Liquidated
Damages” has the meaning set forth in Section 4.


 


“Prospectus”
means the prospectus included in the Shelf Registration Statement at the time
the Shelf Registration Statement is declared effective, as amended or
supplemented


 


1

















 


by any prospectus supplement and all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.


 


“Placement
Agreement” means the Private Placement Agency Agreement, dated
March 8, 2004, by and between the Company and Keefe, Bruyette & Woods,
Inc.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shelf
Registration Statement” has the meaning set forth in
Section 3(a).


 


“Transfer
Restricted Shares” means Shares and any other securities of the
Company issued or issuable in exchange therefor or upon any similar event with
respect thereto, whether by way of stock split or in connection with a
combination of shares, recapitalization, merger, consolidation, other
reorganization or otherwise.  As to any
particular Transfer Restricted Shares held by any particular person, once
issued such securities shall cease to be Transfer Restricted Shares when (i) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (ii) such
securities shall have been distributed by such person to a non-affiliate of
such person pursuant to Rule 144 under the Securities Act, (iii) such
securities shall have been otherwise transferred, new certificates for such
securities not bearing a legend restricting further transfer shall have been
issued to such person and subsequent disposition of such securities shall not
require registration or qualification of such securities under the Securities
Act or any similar state statute then in force, or (iv) such securities shall
have ceased to be outstanding.


 


SECTION 2.                            HOLDERS


 


A
person is deemed to be a holder of Transfer Restricted Shares (each, a “Holder”)
whenever such person owns Transfer Restricted Shares.


 


SECTION 3.                            SHELF REGISTRATION


 


(a)                                  Shelf Registration.


 


The
Company shall cause to be filed, on or prior to 30 days after the Closing Date
(the “Filing
Deadline”), a shelf registration statement pursuant to Rule 415
under the Securities Act (which may be an amendment to any previously filed
registration statement (the “Shelf Registration Statement”)), relating
to all of the Transfer Restricted Shares, and shall use its best reasonable
efforts to cause such Shelf Registration Statement to become effective on or
prior to 90 days after the Closing Date (the “Effectiveness Deadline”).


 


The
Company shall use its best reasonable efforts to keep any Shelf Registration
Statement required by this Section 3(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Section 5(a) to the extent necessary to ensure that it is available for
sales of Transfer Restricted Shares and in conformity with the requirements of
this Agreement, the Securities Act and the policies, rules and regulations of
the SEC as announced from time to time, for a period of at least two years (as
extended pursuant to Section 5(b)) following the Closing Date, or such
shorter period as will terminate upon the


 


2

















 


earliest
to occur of the following: (x) all Transfer Restricted Shares covered by the
Shelf Registration Statement have been sold pursuant thereto, and (y) all
Transfer Restricted Shares, other than those held by the Company and its
affiliates, are eligible to be sold to the public pursuant to Rule 144(k) under
the Securities Act or any successor rule thereof (such period being referred to
herein as the “Shelf Registration Period”).


 


(b)                                  Provision by Holders of Certain Information in Connection
with the Shelf Registration Statement.


 


No
Holder of Transfer Restricted Shares may include any of its Transfer Restricted
Shares in the Shelf Registration Statement unless and until such Holder
furnishes to the Company in writing, within 15 days after receipt of a request
therefor, the information specified in Item 507 or 508 of Regulation S-K, as
applicable, of the Securities Act for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included
therein, or any supplement thereto.  No
Holder of Transfer Restricted Shares shall be entitled to Liquidated Damages
pursuant to Section 4 unless and until such Holder shall have provided all
such information.  Each selling Holder
agrees to promptly furnish additional information required to be disclosed in
order to make the information previously furnished to the Company by such
Holder not materially misleading.  Each
selling Holder further agrees to be named as a selling security holder in the
Shelf Registration Statement and any Prospectus or preliminary Prospectus
included therein, or any supplement thereto, and to comply with all applicable
requirements of the Securities Act in connection with any offer or sale of
Shares by such Holder, including the prospectus delivery requirements thereof.


 


SECTION 4.                            LIQUIDATED DAMAGES


 


If
(a) the Shelf Registration Statement is not filed with the SEC on or prior to
the Filing Deadline (a “Filing Default”), (b) the Shelf
Registration Statement has not been declared effective by the SEC on or prior
to the Effectiveness Deadline (an “Effectiveness Default”), or (c) the Shelf
Registration Statement is filed and declared effective but thereafter ceases to
be effective or fails to be usable for its intended purpose without being
succeeded immediately by a post-effective amendment to such Shelf Registration
Statement that cures such failure and that is itself declared effective
immediately (a “Cessation Default”, and each of a Filing Default, an
Effectiveness Default and a Cessation Default being referred to herein as a “Registration
Default”), then, subject to Section 3(b), the Company hereby
agrees to pay to each Holder of Shares affected thereby liquidated damages at
the following rates (“Liquidated Damages”).  Liquidated Damages shall accrue on any
Transfer Restricted Shares from and including the date on which any such
Registration Default shall occur to but excluding the date on which all such
Registration Defaults have been cured, at a rate of 1.0% per annum (the “Liquidated
Damages Rate”) for the first 90-day period immediately following the
occurrence of such Registration Default. 
The Liquidated Damages Rate shall increase by an additional 0.5% per
annum with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum Liquidated Damages Rate of 2.0% per
annum.  Liquidated Damages shall
continue to so accrue until, but not including, the date on which the
applicable Registration Default is cured or, if earlier, upon the termination
of the Shelf Registration Period. 
Liquidated Damages shall accrue based upon the Liquidated Damages Rate
applied to the aggregate purchase price paid upon issuance for such Holder’s
Transfer Restricted Shares (or, if applicable, for the Shares


 


3

















 


exchanged for such Transfer Restricted Shares or otherwise preceding
such Transfer Restricted Shares). 
Notwithstanding the foregoing, no Liquidated Damages shall accrue as to
any Transfer Restricted Share from and after the earlier of (x) the date such
security is no longer a Transfer Restricted Share and (y) the expiration of the
Shelf Registration Period. The rate of accrual of the Liquidated Damages with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Registration Defaults.  Following the cure of all Registration
Defaults requiring the payment by the Company of Liquidated Damages to the
Holders of Transfer Restricted Shares pursuant to this Section, the accrual of
Liquidated Damages will cease (without in any way limiting the effect of any
subsequent Registration Default requiring the payment of Liquidated Damages by
the Company). No Liquidated Damages shall be payable at any time with respect
to any securities which are not Transfer Restricted Shares.  No other monetary damages shall be available
to the Holders of Transfer Restricted Share for a Registration Default.


 


All
accrued Liquidated Damages shall be paid in cash to the Holders entitled
thereto and shall be payable quarterly in arrears, on March 30,
June 30, September 30 and December 30 of each year, as
applicable, commencing June 30, 2004. 
Any such Liquidated Damages shall be payable to the person in whose name
the applicable Transfer Restricted Shares are registered at the close of
business on the regular record date for such Liquidated Damages, which shall be
March 10, June 10, September 10 and December 10 (whether or
not a Business Day), as the case may be, next preceding the payment date of any
such Liquidated Damages.  Any such Liquidated
Damages owed and not punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such regular record date and will be paid at any
time in any other lawful manner not inconsistent with the requirements of any
automated quotation system or securities exchange on which the Transfer Restricted
Shares may be quoted or listed, and upon such notice as may be required by such
automated quotation system or exchange. 
All obligations of the Company set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Share at the time such
security ceases to be a Transfer Restricted Share shall survive until such time
as all such obligations with respect to such security shall have been satisfied
in full.


 


SECTION 5.                            REGISTRATION PROCEDURES


 


(a)                                  Shelf Registration Statement


 


In
connection with the Shelf Registration Statement, the Company shall:


 


(i)                                     use its best reasonable efforts to effect such registration
to permit the sale of the Transfer Restricted Shares being sold in accordance
with the intended method or methods of distribution thereof (as indicated in
the information furnished to the Company pursuant to Section 3(b)), and
pursuant thereto the Company will prepare and file with the SEC the Shelf
Registration Statement on any appropriate form under the Securities Act, which
form shall be available for the sale of the Transfer Restricted Shares in
accordance with the intended method or methods of distribution thereof within
the time periods and otherwise in accordance with the provisions of this
Agreement;


 


4

















 


(ii)                                  use its best reasonable efforts to keep the Shelf
Registration Statement continuously effective and provide all requisite
financial statements for the period specified in Section 3 of this
Agreement; and upon the occurrence of any event that would cause the Shelf
Registration Statement or the Prospectus contained therein (A) to contain an
untrue statement of a material fact or omit to state any material fact
necessary to make the statement therein not misleading or (B) not to be
effective and usable for resale of Transfer Restricted Shares during the period
required by this Agreement, the Company shall file promptly an appropriate
amendment to the Shelf Registration Statement curing such defect, and, if the
SEC review is required, use its best reasonable efforts to cause such amendment
to be declared effective as soon as practicable;


 


(iii)                               prepare and file with the SEC such amendments and
post-effective amendments to the applicable Registration Statement as may be
necessary to keep the Shelf Registration Statement effective for the applicable
period set forth in Section 3, as the case may be; cause the Prospectus to
be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act, and to comply fully
with Rules 424, 430A and 462, as applicable, under the Securities Act in a
timely manner; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by the Shelf Registration
Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in the Shelf
Registration Statement or supplement to the Prospectus;


 


(iv)                              advise each Holder promptly and, if requested by such Holder,
confirm such advice in writing, (A) when the Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to the
Shelf Registration Statement or any post-effective amendment thereto, when the
same has become effective, (B) of any request by the SEC for amendments to the
Shelf Registration Statement or amendments or supplements to the Prospectus or
for additional information relating thereto, (C) of the issuance by the SEC of
any stop order suspending the effectiveness of the Shelf Registration Statement
under the Securities Act or of the suspension by any state securities
commission of the qualification of the Transfer Restricted Shares for offering
or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, and (D) of the existence of any fact or the happening of
any event that makes any statement of a material fact made in the Shelf
Registration Statement, the Prospectus, any amendment or supplement thereto or
any document incorporated by reference therein untrue, or that requires the
making of any additions to or changes in the Shelf Registration Statement in
order to make the statements therein not misleading, or that requires the
making of any additions to or changes in the Prospectus in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (provided that the Company determines in its good
faith judgment that the disclosure of such fact or happening or event at such
time would have a material adverse effect on the business, financial condition,
operations or prospects of the Company or the disclosure otherwise relates to a
material business transaction which has not yet been publicly disclosed); and
if at any time the SEC shall issue any stop order suspending the effectiveness
of the Shelf Registration Statement, or any state securities commission or


 


5

















 


other
regulatory authority shall issue an order suspending the qualification or
exemption from qualification of the Transfer Restricted Shares under state
securities or blue sky laws, the Company shall use its best reasonable efforts
to obtain the withdrawal or lifting of such order at the earliest possible
time;


 


(v)                                 subject to Section 5(a)(ii), if any fact or event
contemplated by Section 5(a)(iv)(D) above shall exist or have occurred,
prepare a supplement or post-effective amendment to the Shelf Registration
Statement or related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of Transfer Restricted Shares, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(vi)                              furnish to each Holder in connection with such sale, if any,
before filing with the SEC, copies of the Shelf Registration Statement or any
Prospectus included therein or any amendments or supplements to the Shelf
Registration Statement or Prospectus (including all documents incorporated by
reference after the initial filing of the Shelf Registration Statement), which
documents will be subject to the review and reasonable comment of such Holders
in connection with such sale, if any, for a period of at least five Business
Days, and the Company will not file the Shelf Registration Statement or Prospectus
or any amendment or supplement to the Shelf Registration Statement or
Prospectus (including all such documents incorporated by reference) to which
such Holder shall reasonably object within five Business Days after the receipt
thereof; a Holder shall be deemed to have reasonably objected to such filing if
the Shelf Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein not misleading or fails to comply with the applicable requirements of
the Securities Act;


 


(vii)                           as soon as reasonably practicable prior to the filing of any
document that is to be incorporated by reference into the Shelf Registration
Statement or Prospectus, provide copies of such document to each Holder in
connection with such sale, if any, make the Company’s representatives available
for discussion of such document and other customary due diligence matters for a
period of at least five Business Days, and, if appropriate, include such
information in such document prior to the filing thereof as such Holder may
reasonably request;


 


(viii)                        make available at reasonable times for inspection by each
Holder and any attorney or accountant retained by such Holder, all financial
and other records, pertinent corporate documents of the Company and cause the
Company’s officers, directors and employees to supply all information
reasonably requested by any such Holder, attorney or accountant in connection
with the Shelf Registration Statement or any post-effective amendment thereto
subsequent to the filing thereof and prior to its effectiveness; provided,
however, that such persons shall first agree in writing with the Company
that any information that is reasonably and in good faith designated by the
Company in writing as confidential at the time of delivery of such information
shall be


 


6

















 


kept
confidential by such persons, unless (A) disclosure of such information on a
non-confidential basis is required by court or administrative order or is
necessary to respond to inquires of regulatory authorities, (B) disclosure of
such information on a non-confidential basis is required by law (including any
disclosure requirements pursuant to federal securities laws in connection with
the filing of the Shelf Registration Statement or the use of any Prospectus),
(C) such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard such information by such person
or (D) such information becomes available to such person from a source other
than the Company and its subsidiaries and such source is not known, after due
inquiry, by such person to be bound by a confidentiality agreement; provided
further, that the foregoing investigation shall be coordinated on behalf
of such persons by one representative designated by and on behalf of such
persons and any such confidential information shall be available from such
representative to such persons so long as any person agrees to be bound by such
confidentiality agreement;


 


(ix)                                if requested by any Holder in connection with such sale, as
soon as reasonably practicable include in the Shelf Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary,
such information as such Holder may reasonably request to have included
therein, including, without limitation, information relating to the “Plan of
Distribution” of the Transfer Restricted Shares; and make all required filings
of such Prospectus supplement or post-effective amendment as soon as reasonably
practicable after the Company is notified of the matters to be included in such
Prospectus supplement or post-effective amendment;


 


(x)                                   furnish to each Holder in connection with such sale, if any,
without charge, at least one copy of the Shelf Registration Statement, as first
filed with the SEC, and of each amendment thereto, including all documents
incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference);


 


(xi)                                deliver to each Holder, without charge, such number of copies
of the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Holder reasonably may request; the Company hereby
consents to the use (in accordance with law) of the Prospectus and any
amendment or supplement thereto by each Holder in connection with the offering
and the sale of the Transfer Restricted Shares covered by the Prospectus or any
amendment or supplement thereto;


 


(xii)                             upon the request of any Holder, enter into such agreements
(including underwriting agreements) and make such representations and
warranties and take all such other actions in connection therewith in order to
expedite or facilitate the disposition of the Transfer Restricted Shares
pursuant to the Shelf Registration Statement as may be reasonably requested by
such Holder in connection with any sale or resale pursuant to any applicable
Registration Statement.  In such
connection, the Company shall:


 


(1)                                  upon the request of any Holder (or, in the case of paragraph
(B) below, upon the request of the Holders of a majority of the Shares covered
by


 


7

















 


the Shelf
Registration Statement, provided that such request is made in writing
prior to the date on which the Shelf Registration Statement is declared
effective), furnish (or in the case of paragraph (B) below, use its best
reasonable efforts to cause to be furnished) to such Holder, upon the
effectiveness of the Shelf Registration Statement:


 


(A)                              a certificate, dated such date, signed on behalf of the
Company by (x) the President or any Vice President and (y) a principal
financial or accounting officer of the Company, confirming, as of the date
thereof, the matters set forth in Sections 2.6 and 6.5(a) of the Placement
Agreement and such other similar matters as such Holder may reasonably request;


 


(B)                                an opinion, dated the date of effectiveness of the Shelf
Registration Statement, of independent counsel to the Company, covering matters
of the type customarily covered in opinions of issuer’s counsel requested in
underwritten offerings, such as the effectiveness of the Shelf Registration
Statement and such other matters as may be reasonably requested by such
Holders; without limiting the foregoing, such counsel may state further that
such counsel assumes no responsibility for, and has not independently verified,
the accuracy, completeness or fairness of the financial statements, notes and
schedules and other financial data included in the Shelf Registration Statement
or the related Prospectus; and


 


(2)                                  deliver such other documents and certificates as may be
reasonably requested by the selling Holders to evidence compliance with the
matters covered in clause (1) above and with any customary conditions contained
in any agreement entered into by the Company pursuant to this clause (xii);


 


(xiii)                          prior to any public offering of Transfer Restricted Shares,
take such action as is reasonably required under the securities or blue sky
laws of such jurisdictions within the United States of America as the selling
Holders may request to enable the disposition in such jurisdictions of the
Transfer Restricted Shares covered by the Shelf Registration Statement; provided,
however, that the Company shall not be required to register or qualify
as a foreign corporation where the Company is not now so qualified or to take
any action that would subject the Company to the service of process in suits or
to taxation, other than as to matters and transactions relating to the Shelf
Registration Statement, in any jurisdiction where the Company is not now so
subject;


 


(xiv)                         in connection with any sale of Transfer Restricted Shares
that will result in such securities no longer being Transfer Restricted Shares,
cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Shares to be sold and not bearing
any restrictive legends; and to register such Transfer Restricted Shares in
such denominations and such names as the selling Holders may request at least
two Business Days prior to such sale of Transfer Restricted Shares;


 


8

















 


(xv)                            use its best reasonable efforts to cause the disposition of
the Transfer Restricted Shares covered by the Shelf Registration Statement to
be registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such Transfer Restricted Shares, subject to the
proviso contained in clause (xiii) above;


 


(xvi)                         otherwise use its best reasonable efforts to comply with all
applicable rules and regulations of the SEC, and make generally available to
its security holders with regard to the Shelf Registration Statement, as soon
as practicable, a consolidated earnings statement meeting the requirements of
Rule 158 (which need not be audited) covering a twelve-month period beginning
after the effective date of the Shelf Registration Statement (as such term is
defined in paragraph (c) of Rule 158 under the Securities Act);


 


(xvii)                      provide promptly to each Holder, upon request, each document
filed with the SEC pursuant to the requirements of Section 13 or
Section 15(d) of the Exchange Act; and


 


(xviii)                   use its best reasonable efforts to cause the Shares to be
listed on the Nasdaq Stock Market or such other securities exchange or
automated quotation system on which similar securities issued by the Company
are then listed, to the extent such Shares satisfies applicable listing
requirements.


 


(b)                                  Restrictions on Holders.


 


Each
Holder agrees by acquisition of a Transfer Restricted Share that, upon receipt
of the notice referred to in Section 5(a)(iv)(C) or any notice from the
Company of the existence of any fact of the kind described in
Section 5(a)(iv)(D) (in each case, a “Suspension Notice”), such Holder will
forthwith discontinue disposition of Transfer Restricted Shares pursuant to the
Shelf Registration Statement until (i) such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 5(a)(v), or
(ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the “Recommencement Date”); provided, however, that
any Suspension Period occurring as a result of notice from the Company of the
existence of any fact of the kind described in Section 5(a)(iv)(D) shall
not exceed, for so long as this Agreement is in effect, the shorter of (x) the
period ending on the date the information responsible for the Suspension Period
is disclosed to the public and (y) 30 days (provided that no two
Suspension Periods shall occur during any period of 90 consecutive days).  Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holder’s possession which have been
replaced by the Company with more recently dated Prospectuses or (ii) deliver
to the Company (at the Company’s expense) all copies, other than permanent file
copies, then in such Holder’s possession of the Prospectus covering such
Transfer Restricted Shares that was current at the time of receipt of the
Suspension Notice.  The time period
regarding the effectiveness of the Shelf Registration Statement set forth in
Section 3, shall be extended by a number of days equal


 


9

















 


to the number of days in the period from and including the date of
delivery of the Suspension Notice to the Recommencement Date.


 


SECTION 6.                            REGISTRATION EXPENSES


 


(a)                                  All expenses incident to the Company’s
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether the Shelf Registration Statement becomes effective,
including without limitation:  (i) all
registration and filing fees and expenses; (ii) all fees and expenses of
compliance with federal securities and state blue sky or securities laws; (iii)
all expenses of printing, messenger and delivery services and telephone; (iv)
all reasonable fees and disbursements of counsel for the Company; (v) all
application and filing fees; and (vi) all reasonable fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit required by or incident to such performance).


 


The
Company will, in any event, bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and
expenses of any person, including special experts, retained by the Company.


 


(b)                                 Each Holder, and not the Company, shall be
exclusively responsible for such Holder’s pro rata share of underwriter’s fees
incurred by the Holders in connection with the Shelf Registration Statement and
any expenses of such Holder in connection with the Shelf Registration
Statement, including such Holder’s fees of counsel.


 


SECTION 7.                            INDEMNIFICATION


 


(a)                                  The Company agrees to indemnify and hold
harmless each Holder, any underwriter (as defined in the Securities Act)
selling Shares for such Holder, each Holder’s directors, officers and each
person, if any, who controls such Holder or such underwriter (within the
meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act) from and against any and all losses, claims, damages,
liabilities and judgments (including without limitation the legal fees and
other expenses incurred in connection with investigating or defending any
matter, including any action that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in the Shelf Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto), provided by the Company to the Holders or to any prospective
purchaser of Shares, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by any untrue statement or
omission or alleged untrue statement or omission that is based upon information
relating to any of the Holders furnished in writing to the Company by such Holders.


 


(b)                                 Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors, officers
and each person, if any, who controls (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act) the Company,


 


10

















 


to the same extent as the foregoing
indemnity from the Company set forth in Section 7(a) above, but only with
reference to information relating to such Holder furnished in writing to the
Company by such Holder for use in the Shelf Registration Statement or any
amendment or supplement thereto.  In no
event shall any Holder, its directors, officers, or any person who controls
such Holder be liable or responsible under this Section 7 for any amount
in excess of the amount by which the total amount received by such Holder with
respect to its sale of Transfer Restricted Shares pursuant to the Shelf
Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Shares, plus (ii) the amount of any damages that such
Holder, its directors, officers, or any person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


(c)                                  In case any action shall be commenced
involving any person in respect of which indemnity may be sought pursuant to
Section 7(a) or 7(b), such person (the “Indemnified
person”) shall
promptly notify the person against whom such indemnity may be sought (the “Indemnifying person”) in writing, and the Indemnifying person shall assume the defense of
such action, including the employment of counsel reasonably satisfactory to the
Indemnified person and shall pay all fees and expenses of such counsel as
incurred (except that in the case of any action in respect of which indemnity
may be sought pursuant to both Sections 7(a) and 7(b), a Holder shall not be
required to assume the defense of such action pursuant to this
Section 7(c), but may employ separate counsel and participate in the
defense thereof, but the fees and expenses of such counsel, except as provided
below, shall be at the expense of such Holder).  Any Indemnified person shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified person
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the Indemnifying person, (ii) the Indemnifying person
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the Indemnified person or (iii) the named parties in
any such action (including any impleaded parties) include both the Indemnifying
person and the Indemnified person, and the Indemnified person shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
Indemnifying person (in which case the Indemnifying person shall not have the
right to assume the defense of such action on behalf of the Indemnified
person).  It is understood that the
Indemnifying person shall not, in connection with any one action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (in addition to any
local counsel) for all Indemnified persons, and that all such fees and expenses
shall be reimbursed as they are incurred. 
Any such separate firm for the indemnified Holders shall be designated
in writing by a majority of the indemnified Holders, in the case of parties
indemnified pursuant to Section 7(a), and any such separate firm for the
Company, its directors, its officers and such control persons shall be
designated in writing by the Company, in the case of parties indemnified
pursuant to Section 7(b).  The
Indemnifying person shall indemnify and hold harmless the Indemnified person
from and against any and all losses, claims, damages, liabilities and judgments
by reason of any settlement of any action (i) effected with its written consent
or (ii) effected without its written consent if the settlement is entered into
more than twenty Business Days after the Indemnifying person shall have
received a request from the Indemnified person for reimbursement for the fees
and expenses of counsel (in any case where such fees and


 


11

















 


expenses are at the expense of the
Indemnifying person) and, prior to the date of such settlement, the
Indemnifying person shall have failed to comply with such reimbursement
request.  No Indemnifying person shall, without
the prior written consent of the Indemnified person, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending
or threatened action in respect of which the Indemnified person is or could
have been a party and indemnity or contribution may be or could have been
sought hereunder by the Indemnified person, unless such settlement, compromise
or judgment (i) includes an unconditional release of the Indemnified person
from all liability on claims that are or could have been the subject matter of
such action and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of the Indemnified
person.


 


(d)                                 To the extent that the indemnification
provided for in this Section 7 is unavailable to an Indemnified person in
respect of any losses, claims, damages, liabilities or judgments referred to
therein, then each Indemnifying person, in lieu of indemnifying such
Indemnified person hereunder, shall contribute to the amount paid or payable by
such Indemnified person as a result of such losses, claims, damages,
liabilities or judgments (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company, on the one hand, and the
indemnified Holder, on the other hand, from their sale of Transfer Restricted
Shares or (ii) if the allocation provided by clause 7(d)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause 7(d)(i) above but also the
relative fault of the Company, on the one hand, and the indemnified Holder, on
the other hand, in connection with the statements or omissions that resulted in
such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations.  The
relative fault of the Company, on the one hand, and the indemnified Holder, on
the other hand, shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company, on the one hand, or by the indemnified Holder, on the
other hand, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and judgments referred to
above shall be deemed to include, subject to the limitations set forth in the
second paragraph of Section 7(a), any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim.


 


The
Company and each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified
person as a result of the losses, claims, damages, liabilities or judgments
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified person in connection with investigating
or defending any matter including any action that could have given rise to such
losses, claims, damages, liabilities or judgments.  Notwithstanding the provisions of this Section 7, in no
event shall a Holder, its directors, officers, or any person who controls such
Holder, be required to contribute, in the aggregate, pursuant to this
Section 7 any amount in excess of the amount by which the total received
by such Holder with respect to the sale of Transfer Restricted


 


12

















 


Shares pursuant to the Shelf Registration Statement exceeds the sum of
(i) the amount paid by such Holder for such Transfer Restricted Shares, plus
(ii) the amount of any damages that such Holder, its directors, officers, or
any person who controls such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
The Holders’ obligations to contribute pursuant to this
Section 7(d) are several in proportion to the respective principal amount
of the Transfer Restricted Shares held by each Holder hereunder and not joint.


 


SECTION 8.                            RULE 144 AND OTHER INFORMATION


 


The
Company hereby agrees with each Holder, for so long as any Transfer Restricted
Shares remain outstanding and during any period in which the Company (i) is not
subject to Section 13 or 15(d) of the Exchange Act, to make available,
upon request of any Holder of Transfer Restricted Shares, adequate current
public information with respect to the Company within the meaning of paragraph
(c)(2) of Rule 144 under the Securities Act in order to permit sales of such
Transfer Restricted Shares pursuant to Rule 144 under the Securities Act and
(ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all
filings required thereby in a timely manner in order to permit sales of such
Transfer Restricted Shares without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 under the Securities Act.


 


SECTION 9.                            MISCELLANEOUS


 


(a)                                  Remedies.


 


The
Company acknowledges and agrees that any failure by the Company to comply with
its obligations under Section 3 may result in material irreparable injury
to the Holders for which there is no adequate remedy at law, that it will not
be possible to measure damages for such injuries precisely and that, in the
event of any such failure, any Holder may obtain such relief as may be required
to specifically enforce the Company’s obligations under Section 3.  The Company further agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.


 


(b)                                  No Inconsistent Agreements.


 


The
Company will not, on or after the date of this Agreement, enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions.  The Company has not
previously entered into any agreement granting any registration rights with
respect to its securities to any person. 
The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Company’s securities under any agreement in effect on the date.


 


13

















 


(c)                                  Notices.


 


All
notices and other communications hereunder shall be in writing and shall be
deemed sufficiently given and served for all purposes (i) when personally
delivered or given by machine-confirmed facsimile, (ii) one Business Day after
a writing is delivered to a national overnight courier service or (iii) three
Business Days after a writing is deposited in the United States mail, first
class postage or other charges prepaid and registered, return receipt
requested, in each case, addressed as follows (or at such other address for a
party as shall be specified by like notice): (A) in the case of the Company, to
First Regional Bancorp., 1801 Century Park East, Los Angeles, California 90067,
Attention: Chief Financial Officer, Facsimile No.: (310) 552-1772, and (B) in
the case of any Holder, at the address set forth on the stock records of the
Company.


 


(d)                                  Amendments and Waivers.


 


No
modifications or amendments to, or waivers of, any provision of this Agreement
may be made, except pursuant to a document signed by the Company and Holders of
a majority of the Shares affected by such amendment, modification, supplement,
waiver or consents.


 


(e)                                  Interpretation.


 


When
a reference is made in this Agreement to Sections, paragraphs, clauses or
Exhibits, such reference shall be to a Section, paragraph, clause or Exhibit to
this Agreement unless otherwise indicated. 
The words “include,” “includes,” and “including” when used herein shall
be deemed in each case to be followed by the words “without limitation.”  The table of contents and headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.  This Agreement has been negotiated by the respective parties
hereto and their attorneys and the language hereof will not be construed for or
against either party.  The phrases “the
date of this Agreement,” “the date hereof,” and terms of similar import, unless
the context otherwise requires, shall be deemed to refer to March 25,
2004.  The words “hereof,” “herein,”
“herewith,”  “hereby” and “hereunder”
and words of similar import shall, unless otherwise stated, be construed to
refer to this Agreement as a whole and not to any particular provision of this
Agreement.


 


(f)                                    No Third-Party Beneficiaries.


 


No
person or entity not a party to this Agreement shall be deemed to be a
third-party beneficiary hereunder or entitled to any rights hereunder.


 


(g)                                 Successors and Assigns.


 


Other
than with respect to transferees as to which the Shares held by such transferee
have ceased to be Transfer Restricted Shares, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders; provided, however, that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Transfer Restricted Shares in violation of the terms or of the Subscription


 


14

















 


Agreement.  If any transferee of
any Holder shall acquire Transfer Restricted Shares in any manner, whether by
operation of law or otherwise, such Transfer Restricted Shares shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Transfer Restricted Shares such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Subscription Agreement, and such person shall be
entitled to receive the benefits.


 


(h)                                 Entire Agreement.


 


This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein.  There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the
Transfer Restricted Shares.  This
Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.


 


(i)                                    Severability.


 


If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws, then, if possible, such illegal, invalid or
unenforceable provision will be modified to such extent as is necessary to
comply with such present or future laws and such modification shall not affect
any other provision hereof; provided that if such provision may not be
so modified such illegality, invalidity or unenforceability will not affect any
other provision, but this Agreement will be reformed, construed and enforced as
if such invalid, illegal or unenforceable provision had never been contained
herein.


 


(j)                                    GOVERNING LAW.


 


THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.


 


(k)                                Banking Laws.


 


Each
of the provisions of this Agreement is subject to and shall be enforced in
compliance with applicable banking laws.


 


(l)                                    Counterparts.


 


This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to each
the other parties, it being understood that all parties need not sign the same counterpart.


 


(signature
page follows)


 


15

















 


IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement as of the date first above written.


 


 


	
   

  	
  First
  Regional Bancorp

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Jack A. Sweeney

  	
   

  
	
   

  	
   

  	
  Name:  Jack A. Sweeney

  
	
   

  	
   

  	
  Title:  Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Capital Research and Management Company, on behalf of

  SMALLCAP World Fund, Inc. and

  American Funds Insurance Series – Global Small-

  Capitalization Fund,

  as a Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Gordon Crawford

  	
   

  
	
   

  	
   

  	
  Name:  Gordon Crawford

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SuNOVA Offshore Ltd.

  as a Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Felice Gelman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Felice Gelman

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
  SuNOVA Capital, L.P.

  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SuNOVA Partners, L.P.

  as a Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Felice Gelman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Felice Gelman

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
  SuNOVA Capital, L.P.

  Investment Manager

  
								



 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS
AGREEMENT]


 

















 


	
   

  	
  SuNOVA Long Term Opportunity Fund, L.P.

  as a Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
    /s/ Felice Gelman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Felice Gelman

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
  SuNOVA Capital, L.P.

  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Hare & Co. f/b/o John Hancock

  Bank and Thrift Opportunity Fund

  as a Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Ismail Gunes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ismail Gunes

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  First Financial Fund, Incorporated,

  as Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  Wellington Management
  Company, LLP

  as investment sub-adviser

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Julie A. Jenkins

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Julie A. Jenkins

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANC FUND V L.P., as Purchaser

  
	
   

  	
  By:

  	
   MidBanc V L.P.

  
	
   

  	
   

  	
  an Illinois limited partnership,

  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANC FUNDS COMPANY, L.L.C.

  
	
   

  	
   

  	
  an Illinois limited liability company,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Charles J. Moore

  	
   

  
	
   

  	
   

  	
  Charles J. Moore, Member

  
									



 


[SIGNATURE PAGE TO REGISTRATION RIGHTS
AGREEMENT]

















 


	
   

  	
  BANC FUND VI L.P., as Purchaser

  
	
   

  	
  By:

  	
   MidBanc VI L.P.

  
	
   

  	
   

  	
  an Illinois limited partnership,

  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANC FUNDS COMPANY, L.L.C.

  
	
   

  	
   

  	
  an Illinois limited liability company,

  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Charles J. Moore

  	
   

  
	
   

  	
   

  	
  Charles J. Moore, Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KBW Asset Management*

  
	
   

  	
  as a Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael T. O’Brien

  	
   

  
	
   

  	
   

  	
  Name:  Michael O’Brien

  
	
   

  	
   

  	
  Title:  CEO

  
					



 


	
   

  	
  *  On behalf of KBW Small Cap
  Financial Services Fund LP, Roslyn Bancorp Inc, DCM Limited, KBW Relative
  Value Financial Services Fund LP, and Cross Staff Aquila US Ltd

  



 


[SIGNATURE PAGE TO REGISTRATION RIGHTS
AGREEMENT]


 

















 


Exhibit
A


 


Schedule of
Purchasers


 


	
  Name and Address

  of Purchaser

  	
   

  	
  Number of

  Shares

  
	
  SMALLCAP Worldfund, Inc.

  (nominee name:  CLIPPERBAY & CO.)

  	
   

  	
  139,200

  
	
  c/o Capital Research and Management Company

  333 South Hope Street, 55th Floor

  Los Angeles, California  90071

  Attention:  Liliane Corzo

  (213) 486-9392

  Fax:  (213) 615-0431

  	
   

  
	
   

  	
   

  	
   

  
	
  American Funds Insurance Series – Global
  Small

  Capitalization (nominee name:  PIPING
  & CO.)

  	
   

  	
  100,800

  
	
  c/o Capital Research and Management Company

  333 South Hope Street, 55th Floor

  Los Angeles, California  90071

  Attention:  Liliane Corzo

  (213) 486-9392

  Fax:  (213) 615-0431

  	
   

  
	
   

  	
   

  	
   

  
	
  SuNOVA Offshore Ltd.

  780 Third Avenue, 30th Floor

  New York, NY  10017

  Attention:  John Frigiola

  (212) 486-3100

  	
   

  	
  65,600

  
	
   

  	
   

  	
   

  
	
  SuNOVA Partners, L.P.

  780 Third Avenue, 30th Floor

  New York, NY  10017

  Attention:  John Frigiola

  (212) 486-3100

  	
   

  	
  32,000

  
	
   

  	
   

  	
   

  
	
  SuNOVA Long Term Opportunity Fund, L.P.

  780 Third Avenue, 30th Floor

  New York, NY  10017

  Attention:  John Frigiola

  (212) 486-3100

  	
   

  	
  22,400

  



 


A-1

















 


	
  Hare & Co. f/b/o John Hancock Bank and Thrift

  Opportunity Fund Notification for Future corporate actions, etc. (both

  required):

  c/o The Bank of New York Securities Department

  P.O. Box 11,203

  New York, NY  10249

  Fax:  (617) 330-6583

  	
   

  	
  100,000

  
	
   

  	
   

  	
   

  
	
  c/o John Hancock Advisers, LLC

  Attn:  Investment Operations, 7th
  floor

  Private Placement Corporate Actions

  101 Huntington Avenue

  Boston, MA  02199-7603

  Fax:  (617) 375-4808

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  First Financial Fund, Incorporated

  (nominee name: Hare & Co.)

  	
   

  	
  50,000

  
	
  c/o Wellington Management Company, LLP

  75 State Street

  Boston, Massachusetts  02109

  Attention:  Gina Di Mento

  (617) 790-7535

  Fax:  (617) 204-7535

  	
   

  
	
   

  	
   

  	
   

  
	
  Banc Fund V L.P.

  208 South LaSalle Street, Suite 1680

  Chicago, IL  60604

  Attention:  Terry Murphy

  Phone:  (312) 855-4067

  Fax:  (312) 855-6610

  	
   

  	
  25,000

  
	
   

  	
   

  	
   

  
	
  Banc Fund VI L.P.

  208 South LaSalle Street, Suite 1680

  Chicago, IL  60604

  Attention:  Terry Murphy

  Phone:  (312) 855-4067

  Fax:  (312) 855-6610

  	
   

  	
  25,000

  
	
   

  	
   

  	
   

  
	
  KBW Small Cap Financial Services Fund LP

  c/o KBW Asset Management

  2 Hudson Place, 4th Floor

  Hoboken, NJ  07030

  Attention:  Compliance Officer

  Telephone:  (201) 386-2946

  Fax:  (201) 386-2949

  	
   

  	
  16,865

  



 


A-2

















 


	
  Roslyn Bancorp Inc

  c/o KBW Asset Management

  2 Hudson Place, 4th Floor

  Hoboken, NJ  07030

  Attention:  Compliance Officer

  Telephone:  (201) 386-2946

  Fax:  (201) 386-2949

  	
   

  	
  2,400

  
	
   

  	
   

  	
   

  
	
  DCM Limited

  c/o KBW Asset Management

  2 Hudson Place, 4th Floor

  Hoboken, NJ  07030

  Attention:  Compliance Officer

  Telephone:  (201) 386-2946

  Fax:  (201) 386-2949

  	
   

  	
  2,200

  
	
   

  	
   

  	
   

  
	
  KBW Relative Value Financial Services Fund LP

  c/o KBW Asset Management

  2 Hudson Place, 4th Floor

  Hoboken, NJ  07030

  Attention:  Compliance Officer

  Telephone:  (201) 386-2946

  Fax:  (201) 386-2949

  	
   

  	
  1,300

  
	
   

  	
   

  	
   

  
	
  Cross Staff Aquila US Ltd

  c/o KBW Asset Management

  2 Hudson Place, 4th Floor

  Hoboken, NJ  07030

  Attention:  Compliance Officer

  Telephone:  (201) 386-2946

  Fax:  (201) 386-2949

  	
   

  	
  700

  



 


A-3